RETIREMENT PLANS FOR EMPLOYEES AND DPS COVERED EMPLOYEES OF THE DALLAS FORT WORTH INTERNATIONAL AIRPORT

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1 RETIREMENT PLANS FOR EMPLOYEES AND DPS COVERED EMPLOYEES OF THE DALLAS FORT WORTH INTERNATIONAL AIRPORT Combined Financial Statements and Required Supplementary Information Prepared by Department of Finance Christopher A. Poinsatte Executive Vice President and Chief Financial Officer

2 Combined Financial Statements and Required Supplementary Information Independent Auditors Report... 2 Management s Discussion and Analysis... 4 Combined Statement of Fiduciary Net Position... 5 Combined Statement of Changes in Fiduciary Net Position Required Supplementary Information... 26

3 INDEPENDENT AUDITOR S REPORT The Members of the Retirement/Investment Committee: Report on the Combined Financial Statements We have audited the accompanying combined financial statements of the Retirement Plan for Employees of the Board and the Retirement Plan for DPS Covered Employees of the Board (collectively, the Plans ), as of and for the year ended December 31, 2016, and the related notes to the combined financial statements, which collectively comprise the Plans combined basic financial statements as listed in the table of contents. Management s Responsibility for the Combined Financial Statements Management is responsible for the preparation and fair presentation of these combined financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of combined financial statements that are free from material misstatement, whether due to fraud or error. Auditor s Responsibility Our responsibility is to express an opinion on the combined financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the combined financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the combined financial statements. The procedures selected depend on the auditor s judgment, including the assessment of the risks of material misstatement of the combined financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity s preparation and fair presentation of the combined financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the combined financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

4 Opinion In our opinion, the combined financial statements referred to above present fairly, in all material respects, the financial position of the Plans as of December 31, 2016, and the changes in financial position for the year then ended in accordance with accounting principles generally accepted in the United States of America. Other Matters Required Supplementary Information Accounting principles generally accepted in the United States of America require that the Management s Discussion and Analysis, and Schedule of Changes in the Net Pension Liability and Related Ratios, Schedule of Contributions, and Schedule of Investment Returns on pages 4, 26-28, 29-30, and 31, respectively, be presented to supplement the combined basic financial statements. Such information, although not a part of the combined basic financial statements, is required by the Governmental Accounting Standards Board who considers it to be an essential part of financial reporting for placing the combined basic financial statements in an appropriate operational, economic, or historical context. We have applied certain limited procedures to the required supplementary information in accordance with auditing standards generally accepted in the United States of America, which consisted of inquiries of management about the methods of preparing the information and comparing the information for consistency with management s responses to our inquiries, the combined basic financial statements, and other knowledge we obtained during our audit of the combined basic financial statements. We do not express an opinion or provide any assurance on the information because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance. Other Information Our audit was conducted for the purpose of forming an opinion on the Plans combined basic financial statements. The supplemental information by plan in the combined statements of fiduciary net position and changes in fiduciary net position and accompanying notes is presented for the purpose of additional analysis and is not a required part of the combined basic financial statements. This information by plan is the responsibility of the Plans management and was derived from and relates directly to the underlying accounting and other records used to prepare the combined basic financial statements. Such information has been subjected to the auditing procedures applied in the audit of the combined basic financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the combined financial statements or to the combined financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the supplemental information by plan is fairly stated, in all material respects, in relation to the combined basic financial statements as a whole. June 16,

5 MANAGEMENT S DISCUSSION AND ANALYSIS (MD&A) The following discussion and analysis of the Retirement Plans for Employees (Employee Plan) and for DPS Covered Employees (DPS Plan) of the (collectively, the Plans ) provides a narrative overview and analysis of the combined financial summary for the years ended December 31, 2016 and The Employee Plan and the DPS Plan are singleemployer defined benefit retirement plans. The MD&A has been prepared by management and should be read in conjunction with the combined financial statements and notes thereto, which follow this section. FINANCIAL HIGHLIGHTS & ANALYSIS The Plans total fiduciary net position increased $47.9 million to $600.7 million in 2016 compared to a $3.4 million decrease to $552.8 million in The 2016 increase was primarily due to the net appreciation in fair value of investments. The Plans total investment income (loss) increased $49.5 million, from ($5.4) million in 2015 to $44.1 million in 2016, primarily due to gains in Limited partnerships, Master limited partnerships/exchange traded notes, Commingled funds, and Common stocks. Total employer contributions were $30.5 million in 2016, compared to $26.3 million contributed in 2015 primarily due to actuarial assumption changes based on a new experience study. PLANS FIDUCIARY NET POSITION The following table shows a financial summary of the Plans fiduciary net position. Total Plans Fiduciary Net Position and Changes in Fiduciary Net Position (Amounts in Thousands) Change Total assets $ 601,765 $ 557,429 $ 44,336 Total liabilities 1,082 4,627 (3,545) Total fiduciary net position $ 600,683 $ 552,802 $ 47,881 Total investment income (loss) $ 44,105 $ (5,405) $ 49,510 Plan member contributions 1,926 1, Employer contributions 30,548 26,349 4,199 Total additions 76,579 22,816 53,763 Benefit payments and administrative expenses (28,698) (26,204) (2,494) Changes in plan fiduciary net position 47,881 (3,388) 51,269 Beginning fiduciary net position 552, ,190 (3,388) Ending fiduciary net position $ 600,683 $ 552,802 $ 47,881 REQUESTS FOR INFORMATION This financial report is designed to provide a general overview of the Plans finances. Questions concerning any of the information presented in this report or requests for additional information should be addressed to the Office of the Executive Vice President and Chief Financial Officer, 2400 Aviation Drive, DFW Airport, Texas

6 Combined Statement of Fiduciary Net Position As of December 31, 2016 (Amounts in Thousands) Supplemental Information by Plan Total Employee DPS 2016 Assets Investment in Master Trust $ 439,703 $ 160,931 $ 600,634 at fair value ( Notes 6, 7 ) Receivables Accrued interest and dividends Due from broker for securities sold Total assets $ 440,531 $ 161,234 $ 601,765 Liabilities Due to broker for securities purchased $ 587 $ 215 $ 802 Accrued administrative fees Accrued management fees Total liabilities $ 793 $ 289 $ 1,082 Fiduciary net position restricted for pensions $ 439,738 $ 160,945 $ 600,683 The accompanying notes to the financial statements are an integral part of these statements. 5

7 Combined Statement of Changes in Fiduciary Net Position For the year ended December 31, 2016 (Amounts in Thousands) Supplemental Information by Plan Total Employee DPS 2016 Additions Contributions (Note 5) Plan members contributions $ - $ 1,926 $ 1,926 Employer contributions 22,292 8,256 30,548 Total contributions 22,292 10,182 32,474 Plans' interest in Master Trust investment gain (Note 7) $ 33,683 $ 12,246 $ 45,929 Less: Investment fees (Note 8) (1,337) (487) (1,824) Total investment income 32,346 11,759 44,105 Total additions 54,638 21,941 76,579 Deductions Benefits paid to plan members and beneficiaries $ 20,625 $ 7,011 $ 27,636 Administrative fees (Note 8) ,062 Total deductions 21,404 7,294 28,698 Net increase in fiduciary net position 33,234 14,647 47,881 Fiduciary net position restricted for pensions At beginning of the year $ 406,504 $ 146,298 $ 552,802 At end of the year $ 439,738 $ 160,945 $ 600,683 The accompanying notes to the financial statements are an integral part of these statements. 6

8 1. DESCRIPTION OF THE PLANS The following brief description of the Retirement Plans for Employees (Employee Plan) and for DPS Covered Employees (DPS Plan) of Board (collectively the Plans ) is provided for general information purposes only. Participants should refer to the specific plan agreements for more complete information. General The Employee Plan and the DPS Plan are single-employer defined benefit retirement plans covering significant portion of ( DFW ) employees. The Employee Plan was established in 1978 and the DPS Plan was established in Both plans are governed by the DFW Board of Directors ( the board ), which is composed of twelve members, eleven of whom are voting members (seven of which are appointed by Dallas and four by Fort Worth) in accordance with each city s ownership interest in the Airport. The 12 th position rotates between the Airport s host cities of Irving, Grapevine, Euless and Coppell and is non-voting. The board is a semi-autonomous body charged with governing DFW and may enter into contracts without approval of City Councils. The board has the authority to establish and amend benefits terms and contribution requirements. The Executive Vice President of Administration and Diversity and the Vice President of Human Resources serve as the Plan Administrators. The management of the assets of the Plans is the responsibility of the DFW Board s Retirement/Investment Committee, the Executive Vice President/CFO and the Vice President of Treasury Management. DFW has contracted with JPMorgan Chase Bank ( Trustee ) for custody and safekeeping of investments, accounting for transactions based on the instructions of investment managers, and payment of benefits to participants, subject to the policies and guidelines established by DFW. Membership The number of participants covered by the Plans according to current membership classification at December 31, 2016 is as follows: Supplemental Information by Plan Employee DPS Total Inactive plan members or beneficiaries 1, ,359 currently receiving benefits Inactive plan members entitled to but not yet receiving benefits Active plan members ,143 Total plan members 2, ,012 Pension Benefits The Employee Plan and DPS Plan both provide that employees with five or more years of service are entitled to annual pension benefits, beginning at normal retirement age of 62, equal to a certain percentage of their final average monthly compensation for each year of credited service. The final average monthly compensation is determined by utilizing the average monthly rate of compensation of the last 36 completed months immediately prior to the date of service termination. 7

9 Employee Plan Retirement Plans for Employees and DPS Covered Employees of the The Employee Plan covers all employees hired prior to January 1, 2010, and provides a Normal/Late Retirement benefit on/after age 62, and permits Early Retirement between the ages of 55 and 61. Employees who terminate before rendering five years of service forfeit the right to receive Employee Plan benefits. Retired Employees receive pension benefits in one of four ways (1) Single life annuity (2) Qualified joint and survivor annuity employee (3) Guaranteed period option or (4) Level income option. Lump sum distributions upon retirement or termination are available only in limited situations. Pension benefits increase by a cost of living adjustment ( COLA ), as applicable, each January 1st. DFW has amended the Employee Plan for employees hired on or after January 1, 2010 whereby these employees will not be eligible to participate in the defined benefit employee retirement plan. All employees hired on after January 1, 2010 are eligible to participate in Savings Plus Plan. This plan has two main components: the Mandatory 401(a) and the Voluntary 457(b). ICMA-RC is the administrator of this Plan. The 401(a) and 457(b) plans are not part of the Retirement Plans. Under the Mandatory 401(a) new employees during the first two years of service must contribute one percent of their pre-tax salary to the 401(a), DFW matches the one percent contribution in the 401(a). After two years of service new employees must contribute three percent of their pre-tax salary to 401(a), DFW matches the employees three percent contribution. Under the Voluntary 457(b) new employees during the first two years of service may also contribute up to ninety percent of their pre-tax salary to the 457(b), up to IRS limits, DFW matches, dollar-fordollar, up to six percent per pay period. After two years of service new employees may also contribute up to ninety percent of their pre-tax salary to the 457(b), up to IRS limits, DFW matches, dollar-fordollar, up to four percent per pay period. DPS Plan The DPS Plan was not closed as of January 1, 2010, and remains available to all Public Safety Officers employed by DFW. DPS participants may retire upon the satisfaction of the Rule of 80 or the 25-Year Rule. The Rule of 80 is the attainment of age fifty and the completion of the number of years of benefit service that when added to the participant s age equals the sum of eighty. The 25-year Rule is the attainment of twenty-five years of benefit service, regardless of age, in a DPS covered position. Normal Retirement occurs, when vested, at the age of 62. The DPS Plan permits Early Retirement, when vested, between the ages of 55 and 61. Each plan participant is required to contribute seven percent of their compensation to the DPS Plan. Retired DPS covered employees receive pension benefits in one of four ways (1) Single life annuity (2) Qualified joint and survivor annuity employee (3) Guaranteed period option or (4) Level income option. Lump sum distributions upon retirement or termination are available only in limited situations. Pension benefits increase by COLA, as applicable, each January 1st. DPS covered employees who terminate before rendering five years of service forfeit the right to receive DPS Plan benefits. DPS covered employees who do not qualify under the Rule of 80 or the 25-Year Rule will be refunded the whole amount contributed to the plan (without interest) upon termination or retirement. Death and Disability Benefits If an active employee participating in either of the Plans dies, a death benefit is provided to the employee s beneficiary calculated under the provisions of both the Employee Plan and DPS Plan. Active employees who become disabled receive disability compensation in accordance with DFW s Long Term Disability Income Plan. Upon returning to employment after the disability period, the employee s years of service are determined without regard to the disability period. Employees on long-term disability will continue to accrue pension service credits while on disability. 8

10 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Accounting The combined financial statements of the Employee Plan and DPS Plan are presented using the accrual basis of accounting. Accordingly, interest earned but not received as of the calendar year end is recorded as accrued interest receivable. In addition, unsettled investment purchases and sales are accrued. Expenses are recognized when incurred. The Plans are primarily governed by Governmental Accounting Standards Board (GASB) Statement No. 67, Financial Reporting for Pension Plans. This Statement replaced many of the requirements of Statement No. 25, Financial Reporting for Defined Benefit Pension Plans and Note Disclosures for Defined Contribution Plans, and Statement No. 50, Pension Disclosures, as they relate to pension plans that are administered through trusts or similar arrangements meeting certain criteria. This Statement builds upon the existing framework for financial reports of defined benefit pension plans, which includes a statement of fiduciary net position (the amount held in a trust for paying retirement benefits) and a statement of changes in fiduciary net position. Statement No. 67 enhances note disclosures and required supplementary information (RSI) for both defined benefit and defined contribution pension plans. Statement No. 67 also requires the presentation of annual moneyweighted rates of return in the notes to the financial statements and in the 10-year historical RSI schedules. Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires the use of estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results may differ from those estimates. Investments Investments are stated at net asset value or fair value. Fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. See Note 6 for descriptions of the basis of valuation for each of the types of investments held by the Plans. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Net appreciation includes the Plans gains and losses on investments bought and sold as well as held during the year. Investments are valued at fair value based on quoted market values when available. Purchases and sales of securities are recorded on a trade-date basis. Payment of Benefits Benefit payments to participants are recorded upon distribution. Adoption of Current GASB Statements The GASB has issued Statement No. 72, Fair Value Measurement and Application. This Statement addresses accounting and financial reporting issues related to fair value measurements. The definition of fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. This Statement provides guidance for determining a fair value measurement for financial reporting purposes. This Statement also provides guidance for applying fair value to certain investments and disclosures related to all fair value measurements. Statement No. 72 is effective for the Plan s financial periods 9

11 beginning January 1, Statement No. 72 was implemented and only had a disclosure impact on the combined financial statements. The GASB has issued Statement No. 73, Accounting and Financial Reporting for Pensions and Related Assets That Are Not Within the Scope of GASB Statement 68, and Amendments to Certain Provisions of GASB 67 and 68. Statement No. 73 provides additional guidance for pension situations outside the scope of Statement No. 68. This Statement also clarifies the application of certain provisions of Statements No. 67 and 68. Statement No. 73 is effective for financial periods beginning after June 15, Statement No. 73 was implemented and had no impact on the combined financial statements. Future GASB Statements The GASB has issued Statement No. 82, Pension Issues An amendment of GASB Statements No. 67, No. 68, and No. 73. Statement No. 82 addresses issues regarding (1) the presentation of payrollrelated measures in required supplementary information, (2) the selection of assumptions and the treatment of deviations from the guidance in an Actuarial Standard of Practice for financial reporting purposes, and (3) the classification of payments made by employers to satisfy employee (plan member) contribution requirements. Statement No. 82 is effective for financial periods beginning after June 15, The Plans are evaluating the effect that Statement No. 82 will have on their combined financial statements. 3. ACTUARIAL ASSUMPTIONS In determining costs and liabilities, actuaries use assumptions about the future, such as rates of salary increase, probabilities of retirement, termination, death and disability, and an investment return assumption. The actuary also makes use of an actuarial funding method to allocate costs to past, current and future years of service. The actuarial assumptions and methods are adopted by the Board of Directors, based upon the recommendation of the actuary. For the purpose of calculating the net pension liability, the Plans assets were valued at market. An Actuarial Experience Investigation Study for the Plans was performed as of December 31, This study includes discussion of recent experience, presents recommendations for new actuarial assumptions and methods, and provides information about the actuarial impact of these recommendations on the liabilities and other key actuarial measures. The study was conducted by a qualified actuary in accordance with generally accepted actuarial principles and practices. As a result of this study, DFW changed its Non-disabled mortality tables from RP-2000 Healthy Mortality projected to 2011 using Mortality Improvement Scale AA to the RP-2014 Combined Healthy Mortality with Blue Collar adjustments projected with Scale BB from This new table incorporates Generational Mortality versus the previous Static method. The adoption of this mortality method combined with increased life expectancies was the primary driver for the $34.6 million Assumption change increase of the 2015 Total Pension Liability (as shown in the Required Supplementary Information Schedule of Changes in the Net Pension Liability and Related Ratios table). The Assumption change totaled $27.8 million and $6.8 million, for the Employee and DPS plans, respectively. 10

12 Employee Plan Retirement Plans for Employees and DPS Covered Employees of the The Entry Age Normal Level Percentage of Pay funding method is used to allocate the actuarial present value of future benefits between the portion due for the current year (the normal cost), prior years (the actuarial accrued liability) and future years (present value of future normal cost). Under this cost method, the current and future normal costs are determined as a level percentage of pay. The foregoing actuarial assumptions are based on the presumption that the Employee Plan will continue. Were the Employee Plan to terminate, different actuarial assumptions and other factors might be applicable in determining the actuarial accrued liability. Employee Plan's Significant Actuarial Assumptions: Valuation date For the year beginning January 1, Actuarially assumed investment return Mortality rates for males and females a. Retirees: Non-Disabled (Healthy) 7.25% per annum compounded annually, net of investment expenses. Administrative expenses are added to the annual Actuarially Determined Contribution. Experience-based table of rates that are specific to the class of employee. Last updated for the 2016 valuation pursuant to an experience study of a 5-year period from January 1, 2011 through December 31, Retirement Plans RP-2014 Combined Healthy Mortality Tables with Blue Collar adjustments. Projected with Scale BB from b. Retirees: Disabled Retirement Plans RP-2014 Combined Healthy Mortality Tables with Blue Collar adjustments. Projected with Scale BB from 2014, set forward 3 years with a minimum 3.00% rate. c. Pre-retirement (Active) Retirement, disablement and separation rate Actuarial cost method Cost of living adjustment (at core inflation rate) Projected salary increase Asset valuation method: Net pension liability Asset valuation method: Actuarially determined contribution Retirement Plans RP-2014 Combined Healthy Mortality Tables. Projected with Scale BB from Graduated rates based on age or years of employment (detailed in actuary's report). Entry Age Normal Level Percentage of Pay. 2.75% per annum. Variable Rate (3.75% to 6.25%) of increase based on years of services which includes inflation rate (2.75%). Market value. Actuarial Value of Assets equals the Fair Value of Assets (FVA) adjusted to reflect 100% of any gains or losses from the current year against prior years' deferred gains or losses. Any remaining amount is recognized at a rate of at least 20% per year with each base being recognized over a period of no more than 5 years, but subject to the constraint that the result cannot be less than 67% or greater than 133% of the FVA. 11

13 DPS Plan The Entry Age Normal Level Percentage of Pay funding method is used to allocate the actuarial present value of future benefits between the portion due for the current year (the normal cost), prior years (the actuarial accrued liability) and future years (present value of future normal cost). Under this cost method, the current and future normal costs are determined as a level percentage of pay. The foregoing actuarial assumptions are based on the presumption that the DPS Plan will continue. Were the DPS Plan to terminate, different actuarial assumptions and other factors might be applicable in determining the actuarial accrued liability. DPS Plan's Significant Actuarial Assumptions: Valuation date For the year beginning January 1, Actuarially assumed investment return Mortality rates for males and females 7.25% per annum compounded annually, net of investment expenses. Administrative expenses are added to the annual Actuarially Determined Contribution. Experience-based table of rates that are specific to the class of employee. Last updated for the 2016 valuation pursuant to an experience study of a 5-year period from January 1, 2011 through December 31, a. Retirees: Non-Disabled (Healthy) b. Retirees: Disabled c. Pre-retirement (Active) Retirement, disablement and separation rate Actuarial cost method Cost of living adjustment (at core inflation rate) Retirement Plans RP-2014 Combined Healthy Mortality Tables with Blue Collar adjustments. Projected with Scale BB from Retirement Plans RP-2014 Combined Healthy Mortality Tables with Blue Collar adjustments. Projected with Scale BB from 2014, set forward 3 years with a minimum 3.00% rate. Retirement Plans RP-2014 Combined Healthy Mortality Tables. Projected with Scale BB from Graduated rates based on age or years of employment (detailed in actuary's report). Entry Age Normal Level Percentage of Pay. 2.75% per annum. Projected salary increase Variable Rate (3.75% to 13.25%) of increase based on years of services which includes inflation rate (2.75%). Asset valuation method: Net pension liability Asset valuation method: Actuarially determined contribution Employee contribution rate Market value. 1. Actuarial Value of Assets equals the Fair Value of Assets (FVA) adjusted to reflect 100% of any gains or losses from the current year against prior years' deferred gains or losses. Any remaining amount is recognized at a rate of at least 20% per year with each base being recognized over a period of no more than 5 years, but subject to the constraint that the result cannot be less than 67% or greater than 133% of the FVA. 7.0% of compensation. 12

14 4. NET PENSION LIABILITY AND RATES OF RETURN Net Pension Liability The net pension liability is measured as the total pension liability, less the fiduciary net position. In actuarial terms, this will be the accrued liability less the market value of assets. Based on the assumptions listed in Note (3) and the projection of cash flows, the fiduciary net position was projected to be available to make all projected future benefit payments of current plan members. Accordingly, a single discount rate of 7.25% was applied to all periods of projected benefit payments to determine the net pension liability as of December 31, This single discount rate was used for both plans. The table below is based on the actuarial valuation dated January 1, 2016 (in thousands): Supplemental Information by Plan Employee DPS Total Total pension liability $ 559,299 $ 217,411 $ 776,710 Plan fiduciary net position 439, , ,683 Net pension liability $ 119,561 $ 56,466 $ 176,027 Plan fiduciary net position as a percentage 78.62% 74.03% 77.34% of the total pension liability Sensitivity of Net Pension Liability The table below provides the sensitivity of the net position liability to changes in the discount rate as of December 31, In particular, the table presents the net pension liability, if it were calculated using a single discount rate that is one percentage-point lower or one percentage-point higher than the single discount rate. The table below is based on the actuarial valuation dated January 1, 2016 (in thousands): Plan 1% Decrease Current 1% Increase from 7.25% Discount Rate from 7.25% to 6.25% 7.25% to 8.25% Employee $ 199,006 $ 119,561 $ 54,096 DPS 89,568 56,466 29,556 Total DFW plans $ 288,574 $ 176,027 $ 83,652 13

15 Real Rate of Return for the Asset Portfolio The table below provides real rates of return and expected rates of return by asset class. The longterm expected rate of return on pension plan assets was determined using a building block method in which best-estimate range of expected future real rates of return (expected returns, net of inflation) are developed for each major asset class. These ranges are combined to produce the long-term expected rate of return by weighting the expected future real rates by the target asset allocation percentage and by adding the expected inflation. The target allocation and the best estimates of the arithmetic real rates of return for each major asset class are summarized in the following table: Target Arithmetic Asset Class Allocation Real Return Return Domestic Equity 20.0% 6.25% 1.25% International / Global Equity 17.5% 7.79% 1.36% Domestic Fixed Income 10.0% 1.20% 0.12% Treasury Inflation-Protected Securities 5.0% 1.21% 0.06% Non-Core Fixed Income 15.0% 2.94% 0.44% Real Estate 10.0% 4.43% 0.44% Private Equity 12.5% 8.78% 1.10% Real Assets, MLP's 10.0% 5.06% 0.51% Total 100.0% 5.28% Inflation 2.75% Arithmetic nominal return before 8.03% adverse experience Margin for adverse experience (0.78%) Expected arithmetic nominal return 7.25% 5. FUNDING POLICY AND CONTRIBUTIONS DFW determines each Plans funding policy. In general, DFW contributes an amount approximately equal to the actuarially determined pension cost for each fiscal year. This contribution becomes a component of the fiscal year operating budget approved annually by the Board of Directors. The Entry Age Normal funding method is used to determine the contribution requirement for each plan. The significant actuarial assumptions used to compute the Actuarially Determined Contribution (ADC) requirement are the same as those used to compute the actuarial accrued liability. The ADC is computed through an actuarial valuation performed as of each previous calendar year-end. The contribution amount is determined by combining the normal cost with the amortization of the Unfunded Actuarially Accrued Liability (UAAL) over the 30-year period from January 1, 2005 to December 31, 2034 (18 years from this valuation). Employee Plan Based on the annual ADC requirements for the Employee Plan, DFW made a payment of $22.3 million to the Trustee in calendar year DPS Plan Based on the annual ADC requirements for the DPS Plan, DFW made a payment of $8.3 million to the Trustee in calendar year Employee contributions totaled $1.9 million in the same calendar year. 14

16 6. INVESTMENT VALUATION AND PERFORMANCE The Plans investments by type as of December 31, 2016 (in thousands): Supplemental Information by Plan Total Investment Type Employee DPS 2016 Common stocks $ 95,971 $ 35,126 $ 131,097 Corporate bonds 20,533 7,515 28,048 Asset/Commercial mortgage backed bonds 2, ,126 U.S. Treasury and Agency securities 30,347 11,106 41,453 Money market funds 32,960 12,063 45,023 ADR/Foreign stocks 2, ,419 Commingled funds 58,783 21,515 80,298 Mutual funds 25,064 9,173 34,237 Limited partnerships 171,254 62, ,933 TOTAL $ 439,703 $ 160,931 $ 600,634 The following is a description of the hierarchy level and valuation methodologies for assets measured at fair value. Fair Value Measurements Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is a market based measurement, not an entity specific measurement. The fair value hierarchy categorizes the inputs to valuation techniques used to measure fair value into three levels. These three levels are as follows: Level 1 Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities in active markets that a government can access at the measurement date. An active market for the asset or liability is a market in which transactions for an asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis. Accordingly, a quoted price in an active market provides the most reliable evidence of fair value and shall be used to measure fair value whenever available. Level 2 Inputs other than quoted prices included within Level 1 that are observable for an asset or liability, either directly or indirectly. If an asset or liability has a specified term to maturity, then to qualify for Level 2 designation, an input must be observable for substantially the full term to maturity of the asset or liability. Level 2 inputs include the following: (a) Quoted prices for similar assets or liabilities in active markets; (b) Quoted prices for identical or similar assets or liabilities in markets that are not active, that is, markets in which there are few transactions for the asset or liability, the prices are not current, or price quotations vary substantially either over time or among market makers (for example, some brokered markets), or in which little information is released publicly (for example, a principal-to-principal market); (c) Inputs other than quoted prices that are observable for the asset or liability (for example, interest rates and yield curves observable at commonly quoted intervals, implied volatilities, prepayment speeds, loss severities, credit risks, and default rates); (d) Inputs that are derived 15

17 principally from or corroborated by observable market data by correlation or other means (marketcorroborated inputs). Level 3 Inputs that are unobservable for an asset or liability. Fair Value Assets (Methodologies) Common stocks: Valued at the closing price reported on the active market on which the individual securities. Exchange traded funds (ETF): Valued at the closing price reported on the active market on which the ETF is traded. For the purpose of this report, ETF s have been combined with common stock. Master limited partnership (MLP) / Exchange traded notes (ETN): Valued at the closing price reported on the active market on which the MLP or ETN is traded. American depository receipts (ADR): Valued at the closing price reported on the active market on which the individual securities are traded. Currency exchange rate is taken into account. Foreign stocks: Valued at the closing price reported on the active market on which the individual securities are traded. Currency exchange rate is taken into account.. U.S. Treasury and Agency securities: Valued at the daily closing price using multi-source valuations. U.S. Agency securities and instrumentalities, such as agency issued debt and mortgage pass-throughs, are categorized differently depending on the call feature of the security and trading activity. Non-callable agency issued debt securities and to-be announced TBA securities are generally valued using quoted market prices. Therefore, actively traded non-callable agency issued debt securities and TBA securities can be categorized in Level 1 of the fair value hierarchy. Plan non-callable agency investments were not actively traded and thus were categorized as Level 2. Callable agency/instrumentality issued debt securities and mortgage pass-through pools are valued by benchmarking model-derived prices and therefore are categorized in Level 2 of the fair value hierarchy. Corporate bonds: Valued using pricing models maximizing the use of observable inputs for similar securities. This includes basing value on yields currently available on comparable securities of issuers with similar credit ratings. When quoted prices are not available for identical or similar bonds, the bond is valued under a discounted cash flows approach that maximizes observable inputs, such as current yields of similar instruments, but includes adjustments for certain risks that may not be observable, such as credit and liquidity risks or a broker quote, if available. Mutual funds: Valued at the daily closing price as reported by the fund. Mutual funds held by the Plan are open-ended mutual funds that are registered with the Securities and Exchange Commission. These funds are required to publish their daily net asset value and to transact at that price. The mutual funds held by the Plans are deemed to be actively traded. Asset/Commercial mortgage backed bonds: Evaluated using historical and prepayments speed and loss scenarios. Spreads are obtained from trade prices and dealer quotes. 16

18 As of September 30, 2016, DFW investments, measured at fair value, are categorized in the three levels as follows (in thousands): Level 1: Level 2: Level 3: Quoted Prices in Significant Other Significant Investments Active Markets for Identical Assets Observable Inputs Unobservable Inputs Total Common stocks $ 131,097 $ - $ - $ 131,097 ADR/Foreign stocks 3, ,419 U.S. Treasury and Agency securities - 41,453-41,453 Mutual funds - 34,237-34,237 Corporate bonds - 28,048-28,048 Asset/Commerical mortgage backed bonds - 3,126-3,126 Total: Levels 1-3 $ 134,516 $ 106,864 $ - $ 241,380 Net Asset Value Assets (Methodologies) Limited partnerships: Valued at fair value by using the net asset values provided by the general partners. The net asset values are determined based upon the fair values of the underlying investments within the funds. Commingled funds: The net asset value as provided by the issuer is used as a practical expedient to estimate fair value. The net asset value is based on the fair value of the underlying investments held by the fund less its liabilities. Money market funds: Valued at the cost plus accrued interest adjusted to a net asset value of $1.00. Investments measured at fair value and net asset value as of December 31, 2016 (in thousands): Investments by Value 2016 Investments measured at Fair Value Common stocks $ 131,097 U.S. Treasury and Agency securities 41,453 Mutual funds 34,237 Corporate bonds 28,048 ADR/Foreign stocks 3,419 Asset/Commercial mortgage backed bonds 3,126 Total Investments measured at Fair Value $ 241,380 Investments measured at Net Asset Value Limited partnerships $ 233,933 Commingled funds 80,298 Money market funds 45,023 Total Investments measured at Net Asset Value $ 359,254 Total Investments $ 600,634 17

19 Net Appreciation Retirement Plans for Employees and DPS Covered Employees of the The Plans investments, including investments bought and sold as well as held during the year, appreciated (depreciated) in value during 2016 as follows (in thousands): Supplemental Information by Plan Investment Type Employees DPS Total Realized Gain (Loss) Unrealized Gain (Loss) Total Common stocks $ 8,101 $ 2,947 $ 11,048 $ 3,071 $ 7,977 $ 11,048 U.S. Treasury and agency securities Money market funds (192) (72) (264) (264) - (264) Mutual funds Corporate bonds ADR/Foreign stocks (654) 1, MLP/Exchange traded notes (8,697) 9, Asset/Commercial mortgage backed bonds (13) (4) (17) 17 (34) (17) Limited partnerships 13,442 4,890 18,332 7,001 11,331 18,332 Commingled funds 3,762 1,368 5,130 3,878 1,252 5,130 Total Net Appreciation $ 27,222 $ 9,902 $ 37,124 $ 4,757 $ 32,367 $ 37,124 Investment Income The Plans investment income during 2016 is as follows (in thousands): Supplemental Information by Plan Total Employee DPS 2016 Investment Appreciation $ 27,222 $ 9,902 $ 37,124 Interest 1, ,706 Dividends 5,209 1,890 7,099 TOTAL $ 33,683 $ 12,246 $ 45,929 Annual Money-Weighted Rate of Return The annual money-weighted rate of return on pension plan investments is calculated as the internal rate of return on pension plan assets, net of pension plan investment expense. The money-weighted rate of return expresses investment performance adjusted for the changing amounts actually invested. Pension plan investment expense is measured on an accrual basis of accounting. Inputs to the internal rate of return are determined monthly. For the year ended December 31, 2016, the money-weighted rate of return for the Plans investments was 7.9%. 18

20 7. INVESTMENT RISK Retirement Plans for Employees and DPS Covered Employees of the The Plans assets are invested thru investment managers per the investment policy. The board has the authority to establish and amend the investment policy of the Plans. This investment policy establishes asset allocation parameters that will provide for sufficient diversification of asset classes to control investment risk and achieve the investment return objective. It also establishes procedures for selecting, monitoring, evaluating and, if appropriate, replacing investment managers. There were no significant investment policy changes in Credit Risk Credit Risk is the risk that an issuer or other counterparty to an investment will not fulfill its obligations. This risk is measured by the assignment of ratings by nationally recognized rating agencies such as S&P and Moody s. The following tables show the ratings of the Plan s investments as of December 31, 2016 (in thousands): Rating Long Term Bond Investments AAA/ AA/ A+/ BBB+/ BBB-/ No Rating Total AA+ AA- A/A- BBB BB+ U.S. government securities $ 33,325 $ - $ - $ - $ - $ 587 $ 33,912 Mortgage backed securities ,541 7,541 Total governmental $ 33,325 $ - $ - $ - $ - $ 8,128 $ 41,453 Corporate bonds $ 723 $ 812 $ 12,006 $ 10,135 $ 3,932 $ 440 $ 28,048 Asset backed bonds 1, ,045 Commercial mortgage backed bonds 1, ,081 Total non-governmental $ 3,599 $ 1,062 $ 12,006 $ 10,135 $ 3,932 $ 440 $ 31,174 Other Investments Common stocks $ 131,097 $ 131,097 Money market funds ,023 45,023 ADR/Foreign stocks ,419 3,419 Commingled funds ,298 80,298 Mutual funds ,237 34,237 Limited partnerships , ,933 Total Other Investments $ - $ - $ - $ - $ - $ 528,007 $ 528,007 Total Investments $ 36,924 $ 1,062 $ 12,006 $ 10,135 $ 3,932 $ 536,575 $ 600,634 Interest Rate Risk Interest rate risk is the risk that changes in interest rates will adversely affect the fair value of an investment. Generally, the longer the maturity of an investment, the greater sensitivity of its fair value to changes in market interest rates. The investment strategy of the Plans is to emphasize total return in the form of aggregate return from capital appreciation, dividend, and interest income. 19

21 The primary objectives over a five year period for the plan assets are to maintain the purchasing power of the current assets and all future contributions by producing positive real rates of return on the plan assets, meet or exceed the actuarially assumed rate of return, and provide an acceptable level of volatility in both the long and short-term periods. As of December 31, 2016 the maturities of investments subject to interest rate risk are as follows (in thousands): 2016 Maturity (in years) Long Term Bond Investments Total U.S. government securities $ 16,694 $ 12,124 $ 4,226 $ 868 $ 33,912 Mortgage backed securities ,357 7,541 Total governmental $ 16,722 $ 12,500 $ 5,006 $ 7,225 $ 41,453 Corporate bonds $ 19,606 $ 8,251 $ 191 $ - $ 28,048 Asset backed bonds 1, ,045 Commercial mortgage backed bonds ,081 1,081 Total non-governmental $ 21,285 $ 8,617 $ 191 $ 1,081 $ 31,174 Concentration of Credit Risk Concentration of credit risk is the risk of loss attributed to the magnitude of the Plans investments in a single user. The board has approved the following guidelines of assets allocation for the Plans: Asset Class Minimum Maximum Target Actual Domestic Equity 15.0% 35.0% 20.0% 25.2% International / Global Equity 10.0% 30.0% 17.5% 16.1% Domestic Fixed Income 7.5% 25.0% 10.0% 8.6% Treasury Inflation-Protected Securities (TIPS) 0.0% 10.0% 5.0% 3.9% Non Core Fixed Income 5.0% 25.0% 15.0% 10.4% Real Estate 5.0% 15.0% 10.0% 14.5% Private Equity 5.0% 20.0% 12.5% 12.7% Real Assets, MLPs 5.0% 15.0% 10.0% 8.6% The Plans assets are currently managed by 50 investment managers. The percentage of the total portfolio managed by the investment managers as of December 31, 2016 is as follows: 20

22 Investment Managers Asset Class Investment Managers Share Asset Class Share Westwood Holding Group Inc. Domestic Equity 4.4% Rhumbline Mid-Cap Index Fund Domestic Equity 4.3% South Texas Money Management Domestic Equity 3.8% Fred Alger Management Domestic Equity 4.4% Luther King Domestic Equity 4.0% Barrow Hanley Domestic Equity 4.3% 25.2% Barrow Hanley Domestic Fixed Income 3.7% Smith Graham & Co Domestic Fixed Income 4.9% 8.6% International Value Advisors International Global Equity 6.1% Johnston Global Equity Fund International Global Equity 7.3% Waddell & Reed International Equity Fund International Global Equity 2.7% 16.1% Mcnally Mezzanine II Non Core Fixed Income 1.6% Morgan Stanley AIP Income Fund Non Core Fixed Income 0.9% Blackston BREDS II Non Core Fixed Income 0.7% Blackstone BREDS III Non Core Fixed Income 0.2% LBC Credit Partners IV Non Core Fixed Income 0.5% Marathon Credit Fund III Non Core Fixed Income 0.8% RCP SBIC Fund Non Core Fixed Income 0.1% PIMCO COF II Non Core Fixed Income 1.1% Pimco Tactical Fund Non Core Fixed Income 2.0% Crescent Lending Fund Non Core Fixed Income 1.3% LBC Credit Partners III Non Core Fixed Income 1.2% 10.4% Lone Star CRA Fund Private Equity 2.2% Glouston IV Private Equity 0.4% CIPEF VI Private Equity 0.5% Lone Star V Private Equity 3.0% Bay Hills Capital III Private Equity 0.2% Glouston V Private Equity 0.6% Ironside IV Private Equity 0.5% Global Dynamics IV Private Equity 0.8% Ironside Partnerhip Fund II Private Equity 0.9% Bay Hills Capital II Private Equity 0.7% Altius Private Equity Fund II Private Equity 1.1% Ironside III Funds Private Equity 1.8% 12.7% Alerian MLP Real Assets, MLPs 2.3% Seamax Shipping Opportunities Fund Real Assets, MLPs 1.8% First Trust MLP Fund Real Assets, MLPs 2.0% Tortoise Direct Opportunity Fund Real Assets, MLPs 1.6% Altius Real Asset Fund Real Assets, MLPs 0.9% 8.6% Invesco Core Real Estate Real Estate 1.5% ING Core Real Estate Real Estate 1.6% AEW Partners VII Real Estate 1.1% Starwood Opportunity Fund X Real Estate 1.8% Ethika Real Estate Fund Real Estate 1.1% Crow Holding Realty Patners VII Real Estate 2.2% Aureus Real Estate Fund Real Estate 2.4% Dune Real Estate Fund III Real Estate 1.3% Pennybacker Real Estate Fund III Real Estate 1.5% 14.5% Barow Hanley TIPS TIPS 1.9% Mutual of America TIPS/CIPS TIPS 2.0% 3.9% TOTAL 100.0% 100.0% 21

23 The Plans individual investments that represented 5% or more of the Plans fiduciary net position restricted for pensions as of December 31, 2016 are as follows: Investment Amount Percentage JP Morgan US Governmental Money Market Fund $ 41,458, % Johnston Global Equity Fund - Int'l Global Equity $ 40,965, % International Value Advisors - Int'l Global Equity $ 34,237, % Redemption Restrictions Many of the limited partnerships that the Plans are invested in have redemption restrictions. Investment decisions for these limited partnerships are typically made by the General Partners. The General Partners call capital as they see opportunities to invest and distribute capital back to the investors when they exit portfolio companies or funds and/or the companies or funds generate profit. For this reason, capital is locked up during the investment period and investors cannot submit any redemption requests. The following is a summary of the capital that is committed, invested and remaining available as of December 31, 2016 (in thousands): Total Provided Remaining Commitment Commitment as of 12/31/2016 Available for Call $ 395,220 $ 227,678 $ 167,542 Also, during 2016 the Plans received distributions of $29.2 million from the limited partnerships. 22